UNIVERSITY OF CUMBRIA NON-DISCLOSURE (CONFIDENTIALITY) AGREEMENT POLICY

UNIVERSITY OF CUMBRIA
NON-DISCLOSURE (CONFIDENTIALITY)
AGREEMENT POLICY
Vice Chancellors Office
N.B. This policy is available on the University of Cumbria website and it should be
noted that any printed copies are uncontrolled and cannot be guaranteed to
constitute the current version of the policy.
POLICY SCHEDULE
Policy title
Policy owner
Policy lead contact
Approving body
Date of approval
Date of implementation
Version no.
Related Guidelines,
Procedures, Codes of Practice
etc.
Review interval
Non-Disclosure (Confidentiality) Agreement
Vice Chancellors Office
Enterprise and Business Relations Manager
Research and Enterprise Committee
October 2012
October 2012
1.1
- University of Cumbria Contracts of Employment
(Human Resources)
- Intellectual Property Rights Policy (VCO)
2 years
Non-Disclosure (Confidentiality) Agreement Policy
1.
Contents
Section
Page
2.
3.
4.
5.
6.
7.
Introduction
2
Aims and Objectives
2
Scope
2
Definitions
3
The Policy Principles
3
Disability Discrimination, Equality of Opportunity
6
and Equality and Diversity Impact Assessment Statements
8. Records Management Statement
6
9. Risk Management Statement
6
10. Roles and Responsibilities
6
11. Contacts Details
7
2.
Introduction
2.1
The University is keen to work with Companies and Academic Partners to innovate
and develop new ideas or products. This policy outlines the University’s position in
relation to the signing of Non-Disclosure (Confidentiality) Agreements (NDA).
3.
Aims and Objectives
3.1
The policy recognises that the University may wish to enter into a NDA with a
Company or Academic Partner to enable them to share their idea (which is not in the
public domain) with the University in order that the idea can be discussed and
explored.
3.2
This policy outlines the University’s position in relation to the signing of NDAs and the
process for review and signature.
4.
Scope
4.1
The policy applies to all staff employed by the University, and unpaid personnel who
may be Honorary, people seconded to the University or working in a voluntary
capacity for the University, who have access to confidential information covered by a
signed NDA.
4.2
It is expected that all staff, as described, will cooperate with the University in the
effective delivery of this policy.
5.
Definitions
5.1
A NDA, also known as a confidentiality agreement, is a legal contract between the
University and the Company or Academic Partner which protects the confidentiality of
the idea and prevents disclosure of confidential information which is not in the public
domain.
5.2
An NDA typically covers items such as:









trade secrets – e.g. a formula, programme or process
patents
technical drawings and designs
mathematical and chemical formulae
business plans
customer and prospect lists
reports
correspondance
creative ideas
It is important to note that a NDA, once in place, covers all forms of communication,
including verbal conversations and emails that relate to the idea.
6.
The Policy Principles
6.1
The University is keen to work with Companies and Academic Partners to innovate
and to develop new ideas or products.
6.2
Sharing knowledge and original work that a Company or Academic Partner may use
commercially requires trust. A non-disclosure agreement (NDA), also known as a
confidentiality agreement, is a legal contract between the Company or Academic
Partner and the University which protects the confidentiality of the idea and prevents
disclosure of confidential information.
6.3
The University may wish to enter into a NDA with a Company or Academic Partner to
enable them to share their idea (which is not in the public domain) with the University
in order that the idea can be discussed and explored, and the University can
determine whether it can add value. For example, a company may have come up
with a product idea and they want to determine whether our academic expertise can
help to test the idea or develop a prototype. An NDA protects the Company or
Academic Partner and ensures that the idea is not shared outside of the University,
either with a competitor or developed / exploited by the University without permission.
6.4
Once the information is in the public domain, the information can no longer be
considered confidential and a NDA would not be required. It is therefore important to
check that the information is confidential and is not in the public domain before
progressing to a NDA – this is usually achieved through discussion with the
Company or Academic Partner.
6.5
NDAs typically cover items detailed in 5.2. It is important to note that a NDA, once in
place, covers all forms of communication, including verbal conversations and emails
that relate to the idea.
6.6
A NDA can be one-way (so that the University does not share the information
disclosed) or two-way, so that the University can share their confidential information
and be sure that the Company or Academic Partner will not disclose.
6.7
Once a NDA is signed, the University has entered into a legally binding contract. If
the NDA is breached the Company or Partner may take the University to court for
damages. If an employee of the University breaches the agreement they will be
subject to the University’s disciplinary procedures.
6.8
Anyone sharing information internally that is covered by the NDA must inform those
that they are sharing the information with, to ensure that they aware of the
confidentiality agreement, and that they abide to this policy.
6.9
The NDA enables the sharing of confidential information. Following discussion and
exploration it is important that the University’s Intellectual Property (IP) Policy and
Guidelines are referred to, to ensure that the IP of the University is protected if
discussion leads to piece of work or collaborative project. The Policy should be
referred to in the early stages of the project development, and should be covered in
any collaborative agreements entered into by the University.
6.10
The process chart details the process for approval of NDAs and who is able to sign
the document on behalf of the University. It is important that the outlined process is
strictly followed.
Company or Academic Partner has a project
idea that they wish to discuss with the
University, but wish to protect their idea.
The Company or Academic Partner requests the signing of a NDA to
enable them to share their idea to enable a confidential discussion
and exploration.
The Company or Academic Partner
is happy to sign the standard
University NDA (see appendix 1),
which will protect their idea (i.e. the
idea will not be shared outside of
the University and will not be used
or exploited without prior
permission of the Company or
Partner), and any confidential
information shared by the
University.
The NDA must be approved and
signed by University Personnel who
are at least Grade 9 or at Principal
Lecturer level. A senior person at
the partner organisation signs. A
copy of the signed NDA must be
sent to Legal Services for archiving.
If the Company or Academic Partner is
unwilling to use the standard
University NDA, and wish the
University to sign their NDA, the draft
NDA should be first shared with the
relevant Associate Dean (AD) or Head
of Service (Head) for approval to
proceed to Legal Services.
NDA submitted to Legal Services for
scrutiny, by the AD or Head.
Legal Services provide advice and
comments which are reviewed by
the relevant AD or Head. Advice to
be provided by Legal Services within
10 working days of receiving the
NDA.
AD or Head
recommends amends to
Company or Partner
within 5 working days of
receiving advice from
Legal Services. The
final version is agreed
and signed by the AD or
Head in liaison with
Legal Services. A copy
of the signed NDA is
then sent to Legal
Services for archiving.
No amends required
– AD or Head signs
the NDA. A senior
person at the partner
organisation signs. A
copy of the signed
NDA is then sent to
Legal Services for
archiving.
7.
Equality, Diversity and Inclusion (with particular reference to disability
reasonable adjustments) and Equality Assessment Statements
7.1
The Equality Act 2010 covers the “protected characteristics” of age, disability, gender
reassignment, marriage and civil partnership, pregnancy and maternity, race, religion
or belief (including lack of belief), sex and sexual orientation. The University has
developed a Single Equality Scheme and Equality Objectives to implement the
Equality Act within the University practices and procedures.
7.2
Within the Equality Act it remains permissible to treat a disabled person more
favourably than a non-disabled person. It remains lawful to make reasonable
adjustments in relation to employment, education and services to ensure that there is
true equality of opportunity for disabled people.
7.3
This policy and its implementation will be monitored, as appropriate, in line with
relevant legislation for its impact on different equality groups. This process will
provide a check on whether there are any differences and allow the University to
assess whether these differences have an adverse impact on any particular group
such that appropriate action is taken.
These are important issues and further information should be sought from the
University’s Equality, Diversity & Inclusion Manager, as required.
8.
Records Management Statement
8.1
The records associated with this policy are controlled by Vice Chancellor’s Office and
will be created, stored and disposed of in line with the University’s Records
Management guidelines and procedures.
8.2
The University is committed to complying with the requirements of Data Protection
legislation and regulations and any personal data created as part of this policy will be
processed in accordance with the University’s Data Protection Act procedures. This
includes ensuring that data is held securely, is not disclosed unlawfully and is
destroyed when no longer needed.
8.3
The University also aims to ensure that users of this policy are aware of Data
Protection, Freedom of Information and Records Management issues associated with
this policy.
9.
Risk Management Statement
9.1
Failure to comply with this policy could lead to the Company or Partner taking the
University to court for damages. If a staff member, employed, Honorary, seconded
or voluntary, as described in 4.1, of the University breaches this policy and/or a
signed NDA they will be subject to the University’s disciplinary procedures.
9.2
This policy mitigates risk(s) to litigation and disputes and the University risk register –
specifically ‘Failure to develop profitable academic enterprise’ (S5).
10.
Roles and Responsibilities
10.1
It is the responsibility of:

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
The University Board to oversee the policies of the University via its
governance structures.
Managers to work within the policy and to ensure that all staff are award of
the policy, as described in 4.1.
Staff members, as described in 4.1, to work within the policy and procedure
and ensure that the policy is adhered to.
11.
Contact Details
11.1
For further information regarding this policy please contact the Enterprise and
Business Relations Manager, ex 4626, [email protected]
________________________________________________________
UNIVERSITY OF CUMBRIA
POLICY DOCUMENT CONTROL SCHEDULE
All University of Cumbria Policies must include a completed Policy Document Control
Schedule consisting of the Policy Schedule (see front cover), Review Schedule and Drafting
Schedule (see below) which should be completed as appropriate.
REVIEW SCHEDULE
Review no.
Due date
1
October 2014
2
October 2016
3
October 2018
DRAFTING SCHEDULE
Draft no.
Eg. 0.1
0.2
0.3
Final Version
1.0
Date
Reviewed by
Approved by
Completion
date
Appendix 1
[Insert date ]
LETTER OF AGREEMENT
FROM
THE UNIVERSITY OF CUMBRIA whose registered office is at Fusehill Street,
Carlisle CA1 2HH (“the University”)
TO
[insert name of company/academic partner] of
Company” or “the Academic Partner”)
[ insert address]
( “the
Dear Sirs
RE: [insert title of project or collaboration ]
We refer to the above [project or collaboration] to be undertaken between the
University and the Company (“the Collaboration”).
As part of the
Collaboration, the [Company or Academic Partner] may be supplied with
information about and documentation relating to the corporate and academic
activities of the University and in consideration of this you agree to be bound by
the terms of this Agreement.
1.
CONFIDENTIALITY
INFORMATION
OF
DISCUSSIONS,
DOCUMENTS
AND
1.1
We, or our professional advisers, may supply you or your professional
advisers with documents and information relating to the Collaboration.
You may also be given access to additional information. Information
may be provided in paper form or other format including CD-Rom or
electronic format and information may also be supplied orally.
1.2
In this letter the contents of the documents and information referred to
in paragraph 1.1 (whether or not the document or information supplied
has been marked "Confidential") are referred to as “Confidential
Information”. Copies of any of those documents or information (and
records of any information supplied orally), whether made in paper
form or any other form, including CD-ROM or electronic form, are
referred to as “Copies”.
1.3
You must keep the Confidential Information confidential and not
disclose it to anyone.
1.4
You shall not disclose to any person the fact that the Collaboration is
taking place or the content of any discussions about the Collaboration
except where permitted under the terms of this agreement or with the
express consent of the University but not otherwise.
1.5
You shall not use any Confidential Information except for the purpose
of the Collaboration.
1.6
You and anyone to whom disclosure may be made in accordance with
this letter may make Copies but only insofar as is reasonably necessary
for the purposes of the Collaboration.
2.
PERMITTED DISCLOSURE
2.1
You may disclose Confidential Information to:
2.1.1
your employees;
2.1.2
your professional advisers.
2.2
Before you disclose Confidential Information pursuant to this paragraph
2, you must inform the person to whom you are disclosing it as to its
confidentiality and after that disclosure you must procure that all
persons to whom you have disclosed Confidential Information comply
with the same obligations that you have under this letter.
2.3
You must notify us of the name, address and standing of each person
to whom you have disclosed Confidential Information pursuant to this
paragraph 2.
2.4
You must inform us immediately upon becoming aware or suspecting
that an unauthorised person has become aware of Confidential
Information.
3.
RETURN OR DELETION OF CONFIDENTIAL INFORMATION
You must, if we request, return to us all papers, CD-ROMs and other
formats (other than an electronic format) containing Confidential
Information and all Copies that you and any person to whom you have
disclosed Confidential Information have made. Where Confidential
Information or any Copy exists in electronic format, you and any
person to whom you have disclosed Confidential Information must, if
we request, delete the electronic files which hold that Confidential
Information.
4.
CONFIDENTIALITY OF REPORTS
If the Collaboration does not proceed or for any reason is terminated
before the end of the expected term, you must keep confidential and
not use for any purpose, any reports, correspondence, documents,
information or other papers that you have prepared or have received in
connection with the Collaboration.
5.
EXCEPTIONS TO THE OBLIGATIONS IN THIS LETTER
5.1
The obligations as to confidentiality and non-disclosure in this letter do
not apply:
5.1.1
to matters that are within the public domain (otherwise than by reason
of a breach of the terms of this letter).
5.1.2
to the extent that disclosure is required by an order of any court of
competent jurisdiction or any competent judicial, governmental or
regulatory body.
5.2
Before you disclose any information under paragraph 5.1 you must (to
the extent permitted by law) use your best endeavours to:
5.2.1
inform us of the full circumstances of the disclosure and the information
that will be disclosed;
5.2.2
consult with us as to possible steps to avoid or limit disclosure and take
those steps where they would not result in significant adverse
consequences to you; and
5.3
If you are unable to inform us before you disclose any information
under paragraph 5.1, you must (to the extent permitted by law) inform
us immediately after the disclosure of the full circumstances of the
disclosure and the information that has been disclosed.
6.
ANNOUNCEMENTS
Without prejudice to your other obligations in this letter, you may not
make any announcement in connection with the Collaboration unless
the contents and timing of the announcement have been agreed by us.
7.
DURATION OF THE OBLIGATIONS IN THIS LETTER
The obligations in this letter will last until the completion of the
Collaboration.
8.
ENTIRE AGREEMENT
8.1
This letter is the entire agreement between us and supersedes any
arrangement, understanding or previous agreement between us relating to the
Confidential Information.
8.2
The Confidential Information may not be accurate or complete and we are
not liable to you or to anyone to whom you disclose Confidential Information if it
is relied upon (but this will not limit or exclude any liability for fraud).
Please confirm your agreement to the terms of this letter by signing and
returning to us the enclosed copy of this letter.
Yours faithfully
University Registrar and Secretary
Authorised signatory, for and on behalf of the University.
We agree to be bound by the terms of the letter dated [ insert date of letter ]of
which this is a copy.
....................................................................
Authorised signatory, for and on behalf of the Company